He winced in pain, and then saved it with a dashing smile. "I have to go. But the next guy'll be great, I know it. Or girl. Maybe I'll be a girl! Will you still like me if I'm a girl?" - The Fall of the Eleventh is here, and Amy has to say goodbye to her Doctor. Total AU.

a.n. total au that makes no sense in any way. amy is still eleven's companion and who knows where rory is while this is happening. it was just a plot bunny that wouldn't go away. I suppose I'm more upset about eleven regenerating than I thought... he's my doctor, and amy's my favourite companion, so I guess I wanted to bring the two of them together for this monumental occasion. let me know what you think?

Regenerate

She could hear a voice. Soft, familiar, comforting, murmuring in her ear and dragging her out of the fog that was currently cradling and crowding her. She couldn't make out what the voice was saying, but she wanted to know, she wanted to keep hearing it. So she fought against the drowsiness and focused on the voice – not the pain she was beginning to feel, seeping from her nerves to cover every inch of her skin – just the voice, until she could finally recognise what it was saying. One word, just one word, over and over.

"Amy. Amy, Amy, Amy."

Amy. That was her name. The voice was calling her. She could feel it now – a soft exhale of breath with each sounding of her name, brushing over her cheek and tickling the hair by her ear. The sensation was at odds with the pain she could feel everywhere else, so she continued to focus on just the voice and the breath and the promise they held that it would be worth it to battle back to consciousness.

She opened first one eye and then the other, and a familiar ceiling of steel struts and orange lights filled her vision. She was inside the TARDIS, on the floor. She blinked, squinted, and let out a shaky breath.

"Amy, Amy, Amy…" the voice was still murmuring, whispering, pleading with her. The voice… The Doctor's voice.

The Doctor was cradling her in his arms, bowed over her with his cheek resting against hers and his face buried in her hair. He was repeating her name, like a mantra, and she could taste something salty and warm pooling in her mouth. She swallowed, and gasped out, "Doctor."

He stopped talking and lifted his head, both of his hands coming to cup her face. "Amelia?"

"Doctor… What happened?" She groaned, trying to sit up.

He gently held her down, fussing, "No, no, don't move. You're hurt."

"Really? I hadn't noticed," she said sarcastically, rolling her eyes. That gave her a headache, however, so she scrunched them shut. "Why am I hurt? What happened?"

"Well, there may have been a slight hiccup in our negotiations with the Silence," he said.

Amy's eyes shot open. "What do you mean, 'slight hiccup'?"

"Uh, well…" The Doctor was wringing his hands together nervously. Before he could give her a proper answer, he suddenly doubled over, limbs jerking out in an awkward manner, and let out a howl of pain.

"Doctor?!" Amy cried, sitting up and grabbing him by the shoulders. "Doctor, are you okay?"

He opened one eye to squint at her. "Fine," he gasped out. "Well, no -" here he had to stop as another spasm overtook him, "- I'm dying, actually."

Amy felt all of the oxygen leave her lungs. She felt faint, like he had just pulled the entire world out from beneath her feet. The Doctor couldn't die, he just couldn't. He was invincible. This was impossible.

"But you can't die," she blurted out desperately.

He gave her a wry smile. "I can regenerate. I'm regenerating, turning into someone new. You remember, like when we first met and I'd just regenerated? And what started to happen at Lake Silencio? That's going to happen again. Golden light and a changing face and then steering that's a bit off-fffahhh!"

Amy was panicking. She didn't want him to regenerate. Sure, it was a better option than actually dying, but this was her doctor. With the floppy hair and the bow legs and that chin and those eyes. The face that she knew so well.

She was being flooded by memories of Lake Silencio in Utah, of those awful shots and the pain in his expression as he turned to stare at her. The pain in her own heart as she watched him fall, as she cried over her best friend's still body.

Everything had been fine that time, eventually.

But it wasn't going to work like that now.

The time lord recovered enough to say, "Fall of the Eleventh."

She heard the bitterness beneath the words and was utterly overcome with emotion. She flung her arms around his shoulders and held him tight. He splayed his palms across her back and squeezed her closer, and she fit into his embrace as comfortably as she always did. She couldn't imagine hugging another body like this.

"So you're going to go?" she sobbed.

He nodded, winced in pain, and then saved it with a dashing smile. "I have to go. But the next guy'll be great, I know it. Or girl. Maybe I'll be a girl! Will you still like me if I'm a girl?"

Amy choked out a laugh. "Doctor…"

"Whoever I become, they'll have all my memories. All of those things we've done together, Amy, all those marvellous, brilliant, spectacular things – I won't forget them. I'll never forget them. I might change, but my feelings for you won't. I promise."

She wanted to be brave for him, to be strong and full of bravado, but the seriousness in his eyes was terrifying her. She whispered, "Doctor… I'm going to miss you."

"Brave heart, Amelia." He tilted her head down to kiss her forehead, and then cupped her face in his broad palms once more. "Amelia Pond. The first face this face saw. And now the last."

Amy was shaking. When the Doctor let go of her and stood up, she instinctively followed and went to move towards him. "Doctor, wait -"

"You need to stay back, Amy," he warned, voice steady and measured. "The discharge of energy could hurt you, and I can't have that."

"But Doctor -"

He looked up at her, golden beams of light floating around his hands and his face.

She didn't even know what she wanted to say. Thank you. You're my best friend. I love you. You mean the world to me. I'll wait for you forever. Yours is the best story that's ever been told. A thousand messages, a million sentiments. Her last words to him, to this Doctor.

He was still watching her, waiting to hear what she had to say. When she met his eyes, the worst of her worries melted away and she suddenly knew what she wanted to say. Just one word, one perfect word to say goodbye to this Doctor and usher in the next.

"Geronimo."

He grinned at her. "Geronimo."

And then he was gone, enveloped in a wave of golden regeneration energy so bright that Amy had to shield her eyes. When she finally opened them, a new man was standing before her.

"How do I look, Amy?"

She blinked at his face, so totally new and yet strangely familiar.

And the first words to topple from her lips were, "Oh my god, you're Scottish."

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